This Platform Agreement ("Agreement") is entered into between wakesys sàrl ("wakesys", "we", "us", or "our") and the entity identified in the Order Form ("Park", "you", or "your").
By signing an Order Form or using the wakesys platform, you agree to be bound by this Agreement.
1. Definitions
- "Platform" means the wakesys booking and management software, including all features, updates, and related services.
- "Order Form" means the document specifying the services, fees, and terms applicable to your use of the Platform.
- "Customer" means any end user who books or purchases through the Platform at your Park.
- "Customer Data" means personal information of Customers collected through the Platform.
- "Effective Date" means the date specified in the Order Form or the date you first access the Platform.
2. The Platform
2.1 What We Provide
Subject to the terms of this Agreement, wakesys grants you a non-exclusive, non-transferable right to access and use the Platform during the Term. The Platform may include:
- Online booking system
- Point of sale (POS) system
- Billing and invoicing
- Marketing platform
- Digital waiver management
- Customer management
- Reporting and analytics
- Additional features as specified in your Order Form
2.2 Updates and Changes
We may update, modify, or improve the Platform from time to time. We will endeavor to provide notice of significant changes that materially affect your use of the Platform.
2.3 Availability
We target 99.5% uptime for the Platform, measured monthly, excluding scheduled maintenance and circumstances beyond our reasonable control.
Scheduled Maintenance: We will endeavor to perform scheduled maintenance during off-peak hours (typically 2:00-6:00 AM CET) and provide at least 24 hours' notice for planned maintenance exceeding 30 minutes.
No SLA Credits: This is a target, not a guarantee. We do not offer service credits for downtime.
2.4 Hardware
The purchase, installation, and warranty of hardware is governed by the Hardware & Installation Terms, which are incorporated into this Agreement by reference.
2.5 System Availability Limitations
wakesys is not liable for:
- Missed bookings or lost transactions due to platform downtime or technical issues
- Lost revenue or business opportunities due to service interruptions
- Any damages arising from your inability to access the Platform
These limitations apply even if wakesys has been advised of the possibility of such damages.
3. Fees and Payment
3.1 Fees
You agree to pay the fees specified in your Order Form, which may include but are not limited to:
- Percentage of online sales
- Percentage of POS/offline sales
- Per-transaction fees
- Setup or onboarding fees
- Subscription fees (monthly or annual)
- Per-seat or usage-based fees for specific features
- Hardware purchases or leases
- Software module licenses
- Installation, configuration, and training services
- Consulting and professional services
3.2 Payment Methods
Fees are collected as follows:
- Percentage and per-transaction fees: Automatically deducted from your Stripe payouts
- Subscription, hardware, service, and other fees: Invoiced through the Platform and payable via the available payment methods (card, SEPA Direct Debit, ACH Direct Debit, or bank transfer) as specified in your Order Form
3.3 Taxes
All fees are exclusive of taxes. You are responsible for paying any applicable taxes, except for taxes based on wakesys's income.
3.4 Payment Terms
Unless otherwise specified in your Order Form, invoices are due net 30 calendar days from the date of invoice.
3.5 Late Payment
A grace period of 7 calendar days applies after the invoice due date. If payment is not received by the end of the grace period, interest will automatically accrue at the statutory rate: the European Central Bank reference rate plus 8 percentage points, calculated on a prorated daily basis, in accordance with EU Directive 2011/7/EU on combating late payment in commercial transactions.
3.6 Processing Fees
Processing fees apply to card, ACH, and bank transfer payments. SEPA Direct Debit has no additional fees. Current rates are displayed before you confirm any payment.
Fee rates may vary depending on the payment method, the issuing country of the payment instrument, and whether currency conversion is required. Where the invoice currency differs from the settlement currency (EUR), a currency conversion fee applies.
Processing fees are charged in addition to the invoice amount. We may update processing fee rates from time to time; any changes will be reflected in the payment confirmation screen.
3.7 Payment Through the Platform
All invoices issued through the Platform must be paid through the Platform using the available payment methods. Payments made outside the Platform (e.g. direct bank transfers not initiated through the billing portal) will not be automatically recorded and may not be recognized as timely payment for the purposes of late payment interest and dunning calculations.
3.8 Fee Changes
We may change our fees upon 30 days' written notice. Fee changes will apply at the start of your next billing period after the notice period.
3.9 Suspension for Non-Payment
wakesys reserves the right to suspend your access to the Platform if any invoice remains unpaid for more than 30 days past the due date. We will provide at least 7 days' written notice before suspension. Access will be restored promptly upon receipt of all outstanding payments.
4. Your Responsibilities
4.1 Legal Compliance
You are solely responsible for ensuring your use of the Platform complies with all applicable laws and regulations in your jurisdiction, including:
- Data protection laws (GDPR, CCPA, or equivalent local regulations)
- Tax and invoicing requirements
- Cash register and fiscal regulations
- Consumer protection laws
- Health and safety regulations for your activities
- Employment and labor laws
- Anti-money laundering regulations
4.2 Payment Provider Accounts
You must maintain valid accounts with the applicable payment providers (such as Stripe, Adyen, PayPal, or Omise) as required for the payment features specified in your Order Form.
4.3 Accuracy of Information
You are responsible for the accuracy of all information you provide, including pricing, availability, and activity descriptions.
4.4 Insurance
You are responsible for maintaining appropriate insurance coverage for your business and activities.
4.5 Account Security
You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.
4.6 Cash Register and Fiscal Compliance
You are solely responsible for ensuring that your use of the Platform's point of sale (POS) features complies with all applicable cash register, fiscal, and tax reporting laws in your jurisdiction.
Supported Jurisdictions: wakesys explicitly supports compliance with cash register and fiscal regulations in the following jurisdictions:
- Germany (KassenSichV / TSE)
- Austria (RKSV / Registrierkassenpflicht)
For these supported jurisdictions, wakesys warrants that the Platform's POS features are designed to meet the applicable regulatory requirements as of the date of the latest Platform update.
Unsupported Jurisdictions: For all other jurisdictions, you are solely responsible for verifying that the Platform meets local requirements. wakesys makes no representation or warranty regarding fiscal compliance outside the supported jurisdictions listed above.
Liability for Fines:
- wakesys shall not be liable for any fines, penalties, or costs imposed on you by tax authorities or auditors arising from non-compliance with local cash register or fiscal regulations, except where such non-compliance is caused by a defect in a feature that wakesys explicitly warrants as compliant for a supported jurisdiction.
- If wakesys is fined or penalized by any authority as a result of your use of the Platform in a manner that does not comply with local regulations, you agree to reimburse wakesys for all such fines, penalties, and associated costs.
4.7 Customer Disputes
You are solely responsible for handling all disputes, complaints, cancellations, and refund requests from your Customers. wakesys is not a party to the contract between you and your Customers and has no obligation to resolve such disputes.
5. Data and Privacy
5.1 Data Roles
For Customer Data collected through the Platform:
- You (the Park) are the Data Controller — You determine the purposes and means of processing Customer Data
- wakesys is the Data Processor — We process Customer Data on your behalf according to your instructions
5.2 Data Processing Agreement
The processing of Customer Data is governed by the Data Processing Agreement ("DPA"), which is incorporated into this Agreement by reference.
6. Intellectual Property
6.1 wakesys Ownership
wakesys owns all rights, title, and interest in the Platform, including all software, designs, features, documentation, and related intellectual property.
6.2 Your Content
You retain ownership of content you upload to the Platform (logos, images, descriptions, etc.).
7. Term and Termination
7.1 Term
This Agreement begins on the Effective Date and continues for the initial term specified in your Order Form.
7.2 Termination for Convenience
Either party may terminate this Agreement by providing written notice at least 30 days before the end of the current billing period.
7.3 Termination for Cause
Either party may terminate this Agreement immediately if the other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice.
7.4 Effect of Termination
Upon termination:
- Your access to the Platform will be disabled
- Outstanding fees remain due and payable
- You may request an export of your Customer Data within 30 days
7.5 Survival
The following sections survive termination of this Agreement: Sections 3 (Fees, to the extent of outstanding amounts), 4.6 (Cash Register Liability), 4.7 (Customer Disputes), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 12 (General Provisions).
8. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party that is designated as confidential.
9. Warranties and Disclaimers
9.1 wakesys Warranties
wakesys warrants that:
- We have the right to provide the Platform
- The Platform will perform substantially as described in the documentation
- We will provide the Platform in a professional manner
9.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WAKESYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
10. Limitation of Liability
10.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.
10.2 Liability Cap
Each party's total liability under this Agreement will not exceed the fees paid or payable by you in the 12 months preceding the claim.
11. Indemnification
You agree to indemnify, defend, and hold harmless wakesys, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:
- Your use of the Platform
- Your violation of this Agreement or applicable laws
- Activities conducted at your Park
- Any dispute between you and your Customers
- Any claim by a third party related to your Park's operations
12. General Provisions
12.1 Governing Law
This Agreement is governed by the laws of Luxembourg.
12.2 Dispute Resolution
Any disputes arising from this Agreement will be resolved exclusively in the courts of Luxembourg City, Luxembourg. Both parties consent to the personal jurisdiction of these courts.
12.3 Amendments
We may update this Agreement from time to time. We will provide at least 30 days' notice of material changes.
12.4 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to causes beyond its reasonable control, including natural disasters, pandemics, power outages, internet failures, cyberattacks, or failures of third-party service providers. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
12.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.6 Assignment
You may not assign this Agreement without our prior written consent. wakesys may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.7 Notices
All notices under this Agreement shall be sent by email to the addresses specified in the Order Form or the Platform account settings. Notices are deemed received on the day sent if sent during business hours, or the next business day otherwise.
12.8 No Waiver
Our failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
12.9 Entire Agreement
This Agreement, together with the Order Form, Data Processing Agreement, and Hardware & Installation Terms, constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter.
13. Contact Information
wakesys sàrl
3, montée St. Hubert
8387 Koerich
Luxembourg
General & Legal: info@wakesys.com
Support: support@wakesys.com